CHARTER FOR THE

NOMINATING AND GOVERNANCE COMMITTEE

OF

EPICOR SOFTWARE CORPORATION

 

PURPOSE:

 

The purpose of the Nominating and Governance Committee is to ensure that the Board of Directors is properly constituted to meet its fiduciary obligations to shareholders and the Company and that the Company has and follows appropriate governance standards. To carry out this purpose, the Nominating and Governance Committee shall: (1) assist the board by identifying prospective director nominees and to select recommend to the board the director nominees for the next annual meeting of shareholders; (2) develop and recommend to the board the governance principles applicable to the Company; (3) oversee the evaluation of the board and management; and (4) recommend to the board director nominees for each committee.

 

COMMITTEE MEMBERSHIP AND ORGANIZATION:

 

The Nominating and Governance Committee shall be comprised of no fewer than three (3) members.

 

The members of the Nominating and Governance Committee shall meet the independence requirements of the Nasdaq Stock Market.

 

The members of the Nominating and Governance Committee shall be appointed and replaced by the board.

 

COMMITTEE RESPONSIBILITIES AND AUTHORITY:

 

Evaluate the current composition, organization and governance of the board and its committees, determine future requirements and make recommendations to the board for approval.

 

Determine on an annual basis desired board qualifications, expertise and characteristics and conduct searches for potential board members with corresponding attributes. Evaluate and propose nominees for election to the board. In performing these tasks the Nominating and Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates.

 

Oversee the board performance evaluation process including conducting surveys of director observations, suggestions and preferences.

 

Form and delegate authority to subcommittees when appropriate.

 

Evaluate and make recommendations to the board concerning the appointment of directors to board committees, the selection of board committee chairs, and proposal of the board slate for election. Consider shareholder nominees for election to the board.

 

Evaluate and recommend termination of membership of individual directors in accordance with the boardís governance principles, for cause or for other appropriate reasons.

 

Conduct an annual review on succession planning, report its findings and recommendations to the board, and work with the board in evaluating potential successors to executive management positions.

 

Coordinate and approve board and committee meeting schedules.

 

Make regular reports to the board.

 

Review and re-examine this Charter annually and make recommendations to the board for any proposed changes.

 

Annually review and evaluate itsí own performance.

 

In performing its responsibilities, the Nominating and Governance Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors